APPENDIX A Illustrative Reports on Internal Control Over ...

APPENDIX A

Illustrative Reports on Internal Control Over Financial

Reporting

A1. Paragraphs 167 through 199 of this standard provide direction on the auditor's

report on management's assessment of internal control over financial reporting. The

following examples illustrate how to apply that direction in several different situations.

ILLUSTRATIVE REPORT PAGE

Example A-1--Expressing an Unqualified Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting and an Unqualified Opinion on the Effectiveness of Internal Control Over Financial Reporting (Separate Report) ............................................

Example A-2--Expressing an Unqualified Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting and an Adverse Opinion on the Effectiveness of Internal Control Over Financial Reporting Because of the Existence of a Material Weakness.....................................................................................................................

Example A-3--Expressing a Qualified Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting and a Qualified Opinion on the Effectiveness of Internal Control Over Financial Reporting Because of a Limitation on the Scope of the Audit ......................................................................................................................

Example A-4-- Disclaiming an Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting and Disclaiming an Opinion on the Effectiveness of Internal Control Over Financial Reporting Because of a Limitation on the Scope of the Audit..............................

Example A-5--Expressing an Unqualified Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting That Refers to the Report of Other Auditors As a Basis, in Part, for the Auditor's Opinion and an Unqualified Opinion on the Effectiveness of Internal Control Over Financial Reporting.................................................

Example A-6--Expressing an Adverse Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting and an Adverse Opinion on the Effectiveness of Internal Control Over Financial Reporting Because of the Existence of a Material Weakness.....................................................................................................................

Example A-7--Expressing an Unqualified Opinion on Financial Statements, an Unqualified Opinion on Management's Assessment of the Effectiveness of Internal Control Over Financial Reporting, and an Unqualified Opinion on the Effectiveness of Internal Control Over Financial Reporting (Combined Report).................................................................................

Example A-1

ILLUSTRATIVE REPORT EXPRESSING AN UNQUALIFIED OPINION ON MANAGEMENT'S ASSESSMENT OF THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING AND AN UNQUALIFIED OPINION ON THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING (SEPARATE REPORT)1/

Report of Independent Registered Public Accounting Firm [Introductory paragraph] We have audited management's assessment, included in the accompanying [title of management's report], that W Company maintained effective internal control over financial reporting as of December 31, 20X3, based on [Identify control criteria, for example, "criteria established in Internal Control--Integrated Framework issued by the

1/

If the auditor issues separate reports on the audit of internal control over

financial reporting and the audit of the financial statements, both reports should include a

statement that the audit was conducted in accordance with standards of the Public

Company Accounting Oversight Board (United States).

Committee of Sponsoring Organizations of the Treadway Commission (COSO)."]. W Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company's internal control over financial reporting based on our audit. [Scope paragraph] We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. [Definition paragraph] A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. [Inherent limitations paragraph] Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. [Opinion paragraph] In our opinion, management's assessment that W Company maintained effective internal control over financial reporting as of December 31, 20X3, is fairly stated, in all material respects, based on [Identify control criteria, for example, "criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."]. Also in our opinion, W Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20X3, based on [Identify control criteria, for example, "criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."]. [Explanatory paragraph]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [identify financial statements] of W Company and our report dated [date of report, which should be the same as the date of the report on the effectiveness of internal control over financial reporting] expressed [include nature of opinion].

[Signature] [City and State or Country] [Date]

Example A-2 ILLUSTRATIVE REPORT EXPRESSING AN UNQUALIFIED OPINION ON MANAGEMENT'S ASSESSMENT OF THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING AND AN ADVERSE OPINION ON THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING BECAUSE OF THE EXISTENCE OF A MATERIAL WEAKNESS

Report of Independent Registered Public Accounting Firm [Introductory paragraph] We have audited management's assessment, included in the accompanying [title of management's report], that W Company did not maintain effective internal control over financial reporting as of December 31, 20X3, because of the effect of [material weakness identified in management's assessment], based on [Identify criteria, for example, "criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."]. W Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial

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